If the moving party meets its burden, the non-moving party then
has the burden of presenting specific facts to show that there is
a genuine issue of material fact. Matsushita Elec. Indus. Co. v.
Zenith Radio Corp., 475 U.S. 574, 586-87, 106 S.Ct. 1348, 89
L.Ed.2d 538 (1986). Federal Rule of Civil Procedure 56(e)
requires the nonmoving party to go beyond the pleadings and
produce evidence of a genuine issue for trial. Celotex, 477
U.S. at 324, 106 S.Ct. 2548. Nevertheless, this Court must "view
the record and all inferences drawn from it in the light most
favorable to the [non-moving party]." Holland v. Jefferson Nat.
Life Ins. Co., 883 F.2d 1307, 1312 (7th Cir. 1989). Summary
judgment will be denied where a reasonable jury could return
a verdict for the non-moving party. Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986);
Hedberg v. Indiana Bell Tel. Co., 47 F.3d 928, 931 (7th Cir.
1995).

DISCUSSION

I. Illinois Partnership Act

In Count III, Taimoorazy alleges that the Defendant Doctors'
failure to abide by their oral promise to share equally in the
profits and surplus of the partnership that he contends existed,
as well as the management and conduct of such partnership,
violated the Illinois Partnership Act, 805 ILCS 205/18, et seq.
Defendants contend that any such claim is barred by the Statute
of Frauds.

Under Illinois law, "[n]o action shall be brought . . . upon
any agreement that is not to be performed within the space of one
year from the making thereof, unless . . . in writing and signed
by the party to be charged." McInerney v. Charter Golf, Inc.,
176 Ill.2d 482, 223 Ill.Dec. 911, 680 N.E.2d 1347, 1351 (Ill.
1997), citing 740 ILCS 80/1. Courts have interpreted this
provision to provide that a contract is unenforceable if it is
not capable of being performed within one year. Id.

Here, Taimoorazy alleges that under the oral agreement between
himself and Wang, he was to work for two years at a lower rate of
pay and then be made an equal partner upon the expiration of the
two-year term. Thus, it is clear that the purported partnership
agreement contemplated a performance duration of longer than one
year, bringing the alleged agreement squarely within the bar of
the Statute of Frauds. See Cargo, Inc. v. Allstates Air Cargo,
Inc., 1998 WL 601910, at *2 (N.D.Ill. Sept.9, 1998), citing
Sinclair v. Sullivan Chevrolet, Co., 45 Ill. App.2d 10, 14-15,
195 N.E.2d 250 (3rd Dist. 1964); Gilliland v. Allstate Insurance
Co., 69 Ill. App.3d 630, 26 Ill.Dec. 444, 388 N.E.2d 68, 70 (1st
Dist. 1979) (finding that "[i]f a contract stipulates a duration
of service greater than one year, the fact that either party
could have terminated the contract within one year will not
remove the Statute of Frauds barrier"); Doerrfeld v. OAO
International Corp., 1998 WL 142393, at *3 (N.D.Ill. March 24,
1998).

Taimoorazy attempts to avoid the application of the Statute of
Frauds by arguing that his full performance under the oral
agreement takes this case outside the statute. In support of this
argument, he cites Kozasa v. Guardian Elec. Mfg. Co.,
99 Ill. App.3d 669, 54 Ill.Dec. 920, 425 N.E.2d 1137, 1144 (1st Dist.
1981), for the proposition that "an oral contract is not
unenforceable under the statute of frauds if the contract has
been completely performed by one party." Thus, he contends that
since he fully performed his obligations under the agreement by
working for two years at a reduced salary, the Statute of Frauds
should not bar him from enforcing Wang's promise to make him a
full partner. However, none of the cases cited by Taimoorazy
involves an employment situation that was otherwise governed by a
comprehensive written employment contract requiring the same
performance, which the Court finds to be a significant
distinction.

As noted by Defendants, the so-called "full performance
doctrine" relied on by Taimoorazy is a common law rule that
operates "in the form of an estoppel." Strzelecki v. Schwarz
Paper Co., 824 F. Supp. 821, 825 (N.D.Ill. 1993), citing Meyer
v. Logue, 100 Ill. App.3d 1039, 56 Ill.Dec. 707, 427 N.E.2d 1253,
1256-57 (1st Dist. 1981); Zayre Corp. v. S.M. & R. Co., Inc.,
882 F.2d 1145, 1155 (7th Cir. 1989). This is important because
courts have consistently held that a party may not maintain an
action for estoppel "where the performance which is said to
satisfy the requirement of detrimental reliance is the same
performance which supplies the consideration for the contract."
Lippert Marketing, Ltd. v. Kingwood Ceramics, Inc., 1998 WL
699023, at *24 (N.D.Ill. Oct.5, 1998), citing Prentice v. UDC
Advisory
Services, Inc., 271 Ill. App.3d 505, 207 Ill.Dec. 690,
648 N.E.2d 146, 151 (1st Dist. 1995). In other words, "[o]nce a
written contact is found to exist covering the subject matter of
the alleged promises," the doctrine of estoppel is inapplicable.
Id. "When there is an express contract governing the
relationship out of which the promise emerged, and no issue of
consideration, there is no gap in the remedial system for
promissory estoppel to fill." All-Tech Telecom, Inc. v. Amway
Corp., 174 F.3d 862, 869-70 (7th Cir. 1999).

In this case, it is undisputed that on or about November 21,
1994, Taimoorazy entered into a written Employment Agreement with
Bloomington Anesthesiology. Section 1.1. of this agreement set
forth a term of employment commencing on February 1, 1995, and
expiring on January 31, 1997. Article 21 of this agreement
further stated that upon the successful completion of the term of
employment, Bloomington Anesthesiology anticipated offering
Taimoorazy the opportunity to become a shareholder in the
corporation by purchasing shares, but was under no obligation to
do so; nor was Taimoorazy under any obligation to buy the shares
in the event that they were offered. Thus, there is an express
contract governing the relationship out of which the alleged
promise emerged, leaving no gap in the remedial system for an
estoppel-like remedy to fill.

Moreover, the performance Taimoorazy contends supported the
oral promise of partnership is the same performance that he was
obligated to render under the plain and unambiguous terms of his
written Employment Agreement, which includes no reference to the
purported offer of partnership but rather clearly states that at
the end of his term of employment, he may be offered the
opportunity to buy stock in the corporation. There is a
presumption under Illinois law that written contracts include all
material terms agreed upon by the parties, and where a written
contract appears complete and unambiguous on its face, "extrinsic
evidence of a prior or contemporaneous agreement is not
admissible to alter the terms" of the written contract.
Commonwealth Eastern Mortgage Co. v. Williams, 163 Ill. App.3d 103,
114 Ill.Dec. 360, 516 N.E.2d 515, 520 (1st Dist. 1987).

Taimoorazy admits that the conversation in which Wang stated
that he would work with less salary for two years and that would
constitute his buying in to become a partner "just like one of
us" occurred prior to signing the Employment Agreement. Thus, the
Court finds that the parol evidence rule would also bar any
consideration of the argument that the alleged oral
representation between Taimoorazy and Wang made prior to the
execution of the written agreement was unaffected by or modified
the provisions of the written Employment Agreement. If Taimoorazy
was concerned that Article 21 of the Employment Agreement did not
fully or accurately reflect his understanding of what would
happen following his two-year term of employment, he had ample
opportunity to correct this before signing the contract.

Following the signing of the Employment Agreement, Taimoorazy
relies on instances in which he was referred to by various
persons by the term "partner" or some variant of that term.
However, he is unable to set forth any post-Employment Agreement
evidence indicating that the mere use of the term "partner"
entitled him to an automatic ownership interest in the
Bloomington Anesthesiology corporation in contravention of the
process specifically set forth in Article 21 of the Employment
Agreement. Even assuming that these vague comments were
sufficient to be considered a subsequent attempt to modify the
contract, Article 13 of the Employment Agreement expressly
provides:

No amendment of this Agreement will be valid or
enforceable unless such amendment is reduced to
writing and thereafter properly executed by the
Employer and Employee.

Accordingly, Taimoorazy has failed to meet his burden of
demonstrating that Defendants failed to comply with any binding
agreement to give him an automatic ownership interest in
Bloomington Anesthesiology in violation of the Illinois
Partnership Act. Defendants are therefore entitled to summary
judgment on Count III of the Complaint. The Court notes
parenthetically that this case presents a prime example of a
situation in which litigation could have been prevented by the
early procurement of good legal advice by everyone involved.

II. Breach of Contract — Taimoorazy

The allegations of Count IV are similar to those contained in
Count III, except that relief is sought for breach of contract.
The Complaint clearly indicates that the contract purportedly
breached was the alleged offer of partnership. Under Illinois
law, an action for breach of contract requires the following four
elements: (1) the existence of a valid and enforceable contract;
(2) the breach of the contract by the defendant; (3) performance
of the contract by the plaintiff; and (4) a resulting injury to
the plaintiff. Allstate Insurance Co. v. Winnebago County Fair
Association, Inc., 131 Ill. App.3d 225, 86 Ill.Dec. 233,
475 N.E.2d 230, 236 (2nd Dist. 1985); Thilman & Co. v. Esposito,
87 Ill. App.3d 289, 42 Ill.Dec. 305, 408 N.E.2d 1014, 1020 (1st Dist.
1980).

As the Court has determined as a matter of law that Taimoorazy
has failed to demonstrate the existence of a valid and
enforceable offer of a legal partnership, as opposed to the
mechanism by which he might become a shareholder in the
corporation under Section 21 of the Employment Agreement, he has
necessarily failed to show a required element of a breach of
contract claim. Accordingly, Defendants are entitled to summary
judgment on Count IV of the Complaint.

III. Retaliatory Discharge — Taimoorazy

Count VI alleges that Defendants terminated Taimoorazy because
he refused to compromise his ethical duties as the Medical
Director of Anesthesiology at St. Joseph in response to their
belief that he was too aggressive in attempting to fulfill those
duties, that he refused to handle complaints regarding the
medical services of the Defendant Doctors in house at Bloomington
Anesthesiology rather than through formal channels, and also
because he was Iranian. He further contends that his retaliatory
discharge violated a clear mandate of public policy, as it
involved his fulfillment of patient care and reporting duties.
Defendants argue that Taimoorazy's retaliatory discharge claim is
precluded under Illinois law.

Three elements to the prima facie case of retaliatory discharge
must be established in order for Taimoorazy to succeed: (1) he
was discharged; (2) his discharge was in retaliation for engaging
in protected activities; and (3) his discharge violated a clearly
mandated public policy. Hartlein v. Illinois Power Co.,
151 Ill.2d 142, 176 Ill.Dec. 22, 601 N.E.2d 720, 728 (1992). There is
no dispute that Taimoorazy was discharged; he has therefore
established the first element. Rather, the dispute centers around
the latter two elements. In short, Defendants argue that there is
no "clearly mandated public policy" which would allow Taimoorazy
to maintain this cause of action, specifically because the
ethical obligations of physicians practicing medicine in Illinois
are sufficient safeguards and also because the Illinois Medical
Studies Act would preclude any such claim.

At the outset, it should be mentioned that the bar is set quite
high for the plaintiff who attempts to come within this exception
to the employment at will doctrine; however, the bar is not
insurmountable. The Illinois Supreme Court has not invited courts
to engage in judicial activism when addressing retaliatory
discharge claims.

[T]his court has not . . . "rejected a narrow
interpretation of the retaliatory discharge tort" and
does not "strongly support" the expansion of the
tort. The common law doctrine that an employer may
discharge an employee-at-will for any reason or for
no reason is still the law in Illinois, except when
the discharge violates a clearly mandated public
policy.

Here, Taimoorazy claims that he was discharged from his
employment because he reported quality of care issues concerning
the Defendant Doctors to the administration at St. Joseph instead
of handling those issues discreetly within Bloomington
Anesthesiology. Specifically, Taimoorazy asserts that Defendants
were angry because he addressed complaints in the course of
quality assurance meetings at the hospital that certain of the
Defendant Doctors were falling asleep during procedures or
leaving the room while patients were anesthetized during heart
bypass surgery.

Consequently, the Court disagrees with Defendants' argument
that this case is factually analogous to the case involving the
ethical obligations of attorneys presented in Jacobson v.
Knepper & Moga, P.C., 185 Ill.2d 372, 235 Ill.Dec. 936,
706 N.E.2d 491, 494 (Ill. 1998). Where quality of patient care issues
are concerned, this type of allegation is clearly related to the
fundamental public policy favoring the effective protection of
the lives of citizens. This is particularly so in situations like
those involved in this case, where the physician's duties arise
from instances where the patients are unconscious at the time of
the alleged wrongdoing and are especially vulnerable to risk of
harm or death resulting from neglect by the attending
anesthesiologist.

Insofar as Taimoorazy claims that he was discharged on the
basis of his national origin, the Court finds that he has utterly
failed to bring forth any evidence suggesting that the fact that
he was Iranian was a motivating factor in his discharge.
Accordingly, no rational jury could find in his favor on this
aspect of his claim, and Defendants are entitled to partial
summary judgment in this regard.

IV. Intentional Interference With Prospective Contractual
Relations

In Count VII, Taimoorazy and Benyamin contend that they had a
reasonable expectation of entering into a valid business
relationship with Anesthesia Associates and others in McLean
County and the surrounding area, but that Defendants purposefully
interfered to prevent their expectancy from developing into a
valid business relationship. Plaintiffs also claim that
Defendants' actions delayed the approval of their hospital
privileges at BroMenn Hospital.

Under Illinois law, the elements of a claim for tortious
interference with prospective economic advantage are:

(1) that the plaintiff had a reasonable expectation
of entering into a valid business relationship, (2)
that the defendant knew of this expectancy, (3) that
the defendant intentionally and unjustifiedly
interfered to prevent the expectancy from being
fulfilled, and (4) that damages to the plaintiff
resulted from the interference.

Fredrick v. Simmons Airlines, Inc., 144 F.3d 500, 502 (7th Cir.
1998), citing Anderson v. Vanden Dorpel, 172 Ill.2d 399, 217
Ill.Dec. 720, 667 N.E.2d 1296, 1299 (Ill. 1996). Defendants' sole
argument with respect to this claim is that Plaintiffs have
offered no credible evidence that they were damaged as a result
of the actions of either Bloomington Anesthesiology or any of the
Defendant Doctors.

In Count I of the Counterclaim, Defendant Bloomington
Anesthesiology alleges that between January 30, 1998, and
February 1, 1999, Taimoorazy violated the restrictive covenant in
his Employment Agreement by providing medical services in
competition with Bloomington Anesthesiology within McLean County,
Illinois. Specifically, Article 20 of Taimoorazy's Employment
Agreement provides:

So long as this Agreement remains in force and
effect, and during the two (2) year period following
the termination hereof, Employee may not engage in or
associate with, directly or indirectly, any medical
practice, business or other activity, whether as a
shareholder, director, officer, partner, investor,
sole proprietor, agent, employee, consultant or
otherwise, which competes with any business conducted
by the Employer and Employee may not perform any act
which confers economic benefits on any medical
practice or other business which competes with any
business conducted by the Employer. The restrictions
recited in this Article 20 are operative within
McLean County, Illinois.

Here, Taimoorazy sought positions with the anesthesia group
that provided services to BroMenn Hospital and ultimately
obtained staff privileges at BroMenn Hospital. The record is
devoid of any evidence suggesting that Plaintiffs have actively
solicited any of the patients or hospitals served by Bloomington
Anesthesiology or that Bloomington Anesthesiology is either
seeking or has any interest in developing an anesthesiology
practice at BroMenn Hospital. To the contrary, Bloomington
Anesthesiology admits that as part of its agreement with OSF
Healthcare System to provide exclusive anesthesia services at St.
Joseph, it agreed not to provide any anesthesia services at
BroMenn Hospital. In fact, the contract specifically provides
that Bloomington Anesthesiology "shall not participate in or
maintain an interest, either directly or indirectly, in any
anesthesiology services which are in competition in any manner
with the [St. Joseph] MEDICAL CENTER or the SURGICAL CENTER
within McLean County, Illinois."

Defendant argues that there has been competition in violation
of Article 20, because BroMenn Hospital in some sense competes
with St. Joseph for patients. However, the Court rejects this
argument, as there has been no demonstration that Plaintiffs have
"actively solicited business" as opposed to being "merely present
and available" to provide services when requested at a facility
in which the Defendant Doctors are precluded from offering
services. See Hagerty, et al., 40 Ill.Dec. 778, 406 N.E.2d at
1147. The concept of theoretical or conceptual competition
proposed by Defendant is contrary to Illinois law.

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